Truly's Place
by Sithicus
Summary: Fluttershy, Rainbow Dash and Pinkie Pie are all going to be hitting up a Nightclub in Ponyville. They just aren't aware that the other two will be there. What adventures await them along with their new friends.


**Author's Notes:** This story is slightly random, but hopefully you'll all enjoy it folks. This is another MLP FiM Fanfiction from your's truly, the basis for this one, or I should say the reasoning behind it was that I wanted to try my hand at re-imagining some G3 ponies in G4 form. Mostly ponies I have in my Ponyville PVC Collection from the G3 era. Hopefully it won't be treated too badly, since none of these ponies are meant to be OCs. Anyway, this is part the first. Not sure where I'm going with it or when I might update it with the next installment, but for the time being here is, what I feel is the longest chapter of a FiM Fanfiction I've ever written.

_Disclaimer: All ponies are the property of Hasbro, the Hub and Lauren Faust. I, the humble Brony Sithicus do not claim otherwise, nothing in this story, except for the strange and unusual concept belongs to me. So please don't come after me with your lawyers and pitchforks, because I am a humble Brony and mean nothing by my using of your characters, oh wise and merciful Hasbro, Lauren and the Hub..._

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><p>In Ponyville's quiet park a young Earth pony sat next to an easel, she was drawing with a paintbrush, modeling for her was a timid looking yellow pegasus pony, Fluttershy had experienced a lot of requests of late to model or pose for artists ever since Photo Finish 'discovered' her.<p>

The Earth pony artist was a bright pink coated mare with an unusual combination of colors in her mane and tail, her mane was hot pink, orange and yellow while her tail was teal, blue and violet. Her cutie mark represented her artistic talent, it was a paintbrush with swirls of light purple dancing around it.

Clutching the brush in her teeth, Toola Roola – the Earth pony's name – gave Fluttershy a soft smile. "Thank you so much for agreeing to this, Fluttershy," she said with a mouthful of brush.

"Oh, it was nothing really, Toola Roola," Fluttershy replied in a soft toned voice. She closed her eyes and flinched slightly.

Toola Roola simply shook her mane and glanced up from her work. "Fluttershy, hold still," she said.

"I'm trying," Fluttershy said back doing her best to stop from trembling. "So many ponies watching," she said mournfully.

Toola Roola sighed. "Ok, I think we'll call it a day for now, Fluttershy," she decided frustration clear in her tone.

Fluttershy immediately sagged. "Oh, I'm terribly sorry, it's just… I don't do very well in crowds," she said. "I promise, Toola, I'll try and do better tomorrow," she said in a determined though quiet voice.

Toola Roola smiled. "That's ok, Fluttershy, I understand. My sister is the same way," she explained with a glimmer of fondness in her eyes.

"Your sister?" Fluttershy repeated slowly approaching the artist. "I didn't know you had a sister."

Toola laughed. "Oh I do, she's not much for coming out in public though. She prefers to stay home and just sleep the day away. Well I shouldn't be too disrespectful, she does work hard every night to make sure we have food on the table. Since our parents passed away." Toola shrugged and let the rest go unsaid.

Fluttershy nodded in slow understanding. But she was curious, what pony worked all night and slept all day?

Toola Roola noticed a slow gathering of storm clouds, the pegasus ponies were hard at work collecting them for that night's rainstorm. "Well, Fluttershy, thanks again for agreeing to do this. I promise you that this portrait I'm working on won't threaten to put you back into the spotlight," she said with a friendly smile.

"Oh I don't mind," Fluttershy said with a slight blush. "Being an artist's model isn't a-as demanding as being a fashion model," she admitted.

"I suppose that's true," Toola agreed with a nod. "Goodnight, have a pleasant evening," she called to the other pony before she quickly started packing everything away.

Fluttershy nodded, but she didn't immediately start to leave. "Toola Roola," she said hesitantly.

"Yemph?" Toola asked her mouth full of canvas.

"Can I ask you, what does your sister do?" Fluttershy said.

Toola giggled. "She's in charge of the nightclub Vinyl Scratch uses to show off her latest jams," she explained.

Fluttershy frowned. "Ponyville has a nightclub? What's a nightclub?" she wondered mysteriously.

Toola started to laugh at the question, but stopped herself when she noticed the hurt expression on the pegasus' face. "Oh, I'm sorry, Fluttershy. I forgot you and your friends don't really hang out in those sorts of places," she apologized. "A nightclub is where ponies go to socialize and dance, sometimes they serve certain types of beverages, but this one is aboveboard. Strictly no booze allowed," Toola explained with a slight shake of her head as she finished loading her saddlebags. "Hardest stuff they allow in there is Apple Cider."

"Oh my," Fluttershy said once again feeling curious and bold enough to continue the conversation. "Would it be alright if I walked home with you? I'd like to get to learn more about this, nightclub," she said.

Toola smiled and flipped her saddlebags on over her back, shifting her withers a little she managed to settle it down into a marginally comfortable spot and then she turned back to face Fluttershy. "Sure thing, I wouldn't mind the company to be honest, most ponies rarely speak to me." She sighed softly. "They're afraid it might spoil my concentration or I'm going to turn into one of those primadonas," she added with a half-frown of frustrated exasperation. "Honestly, just because I moved here from Manehattan is no excuse to treat me like a snooty artist, that's why I and my sister left the stuffy place when the former nightclub owner sold her the business."

Fluttershy nodded slightly and fell in step with the Earth pony. Her eyes however betrayed a sense of confusion and uncertainty. "Um, that's… Interesting."

"Oh I'm sorry, I didn't mean to go off on the other ponies in Ponyville like that," Toola Roola hastily apologized. "Honestly we artistes, real temperamental sometimes," she said with a wink.

Fluttershy smiled. "Well, c-can you tell me more about this Nightclub?" she requested politely.

Toola Roola grinned. "Sure!" she said forgetting herself momentarily. "Whoops, sorry about that, I didn't mean to shout."

"Oh, of course you didn't," Fluttershy said quickly. "Did I flinch? I'm trying to be more assertive, but, it isn't very easy." She lowered her head slightly closer to the ground and her cheeks began to burn with embarrassment.

Toola Roola shook her mane briefly and double-checked to make sure her saddlebag hadn't shifted in her gait. "No, no, you're doing much better. I never would have been able to talk to you at all even three days ago," she told the shy pegasus with an encouraging smile.

Fluttershy straightened up with pride and smiled back. "N-Now, about that nightclub?"

"Right, right," Toola Roola said remembering their previous bit of conversation. "Well, for starters…"

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><p>Shenanigans studied the slowly building cloud cover with a practiced eye, as one of the premier weather ponies in all of Equestria it was her job to check in with those captains in areas like Ponyville, rural and therefore needing a bit more attention than the bustling metropolises of the more advanced areas in pony culture.<p>

The light blue pegasus pony gave a dutiful nod and turned to her yellow coated Unicorn assistant. "Everything is shaping up quite nicely here," Shenanigans informed.

The unicorn nodded and used her magic to levitate a quill, checking off the item on the list she slid her glasses back further on her nose. "Weather Operations are a hundred percent up to code," she said with a dutiful nod, her glasses once again started to slip, but she caught them with her magic. "I really need to get these things replaced," she complained to herself.

"Whelp, I told ya my team could handle this," the cyan colored rainbow maned pegasus captain informed as she landed in front of the pair from Fillydelphia.

Shenanigans smiled slightly. "It never hurts to make absolutely certain, Miss Rainbow Dash," she said politely. "Even for the captain who is also Cloudsdale's best young flyer, one of your age range in charge of so many can sometimes suffer stresses, even in such a calm and peaceful place as Ponyville," she reminded.

Rainbow Dash snorted and rolled her eyes. "Yeah, I am pretty good," she boasted. "Stress has never been a problem for me," she added flicking her tail briefly and puffing her chest out more.

Shenanigans shook her head. "Ever the arrogant one," she thought to herself. "Dash," she said out loud attracting the younger pegasus' attention.

"Huh?" Rainbow Dash blinked and glanced back to the older mare. "Oh, sorry, was there something else?" she asked.

Shenanigans broke into a smile. "Well, now that our business is over with, I thought that the two of us could spend some quality time together, cousin to cousin," she said her tone adopting a sense of more familiarity with the younger mare.

Rainbow Dash's cheeks flushed slightly. "Sure," she said. "As soon I finish up here with the rest of my team we can head over to my place." Dash grinned. "Wait 'til you see it, it's awesome!"

Shenanigans laughed. "Right, well I'm going to escort Merriweather back to our hotel, catch me at that little café later and we can reminisce," she told Dash.

Rainbow Dash nodded and zipped off back to the sky. "Ditzy!" she shouted. "How many times do I have to tell ya, smaller clouds up top, big ones on the bottom!"

The grey coated pegasus with the blonde mane blinked slightly. "Sorry, Dash, it's hard to judge depth sometimes with this eye of mine," she apologized.

Dash sighed. "Then let your sister help you, geeze, if we weren't in such a hurry to get this rainstorm started I wouldn't even need ya," she complained.

Ditzy's face fell and she sniffled slightly. "Ditzy will go, Ditzy is sorry she wasted so much time," she said.

Dash slapped her face with a hoof. "I didn't mean that the way it sounded," she apologized. "It's getting late and with that supervisor from Fillydelphia here I just don't want to get behind schedule, she reports directly to…" Dash shuddered and her face fell slightly with sudden worry. "Mom," she finished in a harsh whisper.

Ditzy frowned. "Mom?" she repeated. "Ditzy's mom isn't in charge of Equestria's Weather."

"Not your mom! My mom!" Dash explained.

Ditzy's eyes shone with a new light of understanding and she offered a sympathetic smile. "Family," she said.

Dash sighed. "Don't I know it," she muttered. "Look, just try to fly straight, and do better. For my sake?" she pleaded with a big desperate grin plastered on her face.

Ditzy saluted. "Ditzy shall triumph greatly!" she declared.

Rainbow Dash collapsed onto a nearby cloud with a groan as Ditzy flew off back to the others. She meant well, but the wall-eyed pegasus could be such a hoof full at times. Glancing back down she noticed Shenanigans still visible in the distance with her assistant, Dash hadn't seen her cousin in the longest time. It was a family tradition amongst the mares in her family that they all became weather ponies.

Dash was just doing her job as a part-time gig until she finally got into the Wonderbolts, on that day she just knew that her mother would tear into her something fierce for not holding with tradition, but Rainbow Dash needed speed. Excitement. The crowds cheering her name as she performed death defying aerial stunts to wow everypony, the life of a weather mare just wasn't what she wanted to have for the rest of her life, she certainly didn't want the stress and hassle taking over her mom's position would bring her if she stuck with this weather pony career.

Dash hadn't even had the nerve to introduce her friends to her mother when she'd gone to Cloudsdale for the competition, but that was mostly because she'd been out of town at the time on a weather pony emergency, something about a hurricane off the coast of Hoofywood.

Dash just knew that when she finally confronted her mother with her real desires she'd be totally disowned, but she could handle it, as long as she had her friends by her side she could handle anything. Even disappointing her mother.

* * *

><p>The soft glow of Celestia's sun vanished from the sky with a dazzling display of beautiful colors as her sister, Princess Luna, brought about the moon and a twinkling of stars. The night sky was a true masterpiece and a gift of love to all the little ponies from the dark coated princess of the moon. Most ponies however would soon be in bed, it wasn't many who could enjoy a bit of time in the evening before needing to get some rest for the next day's busy work schedule.<p>

Toola Roola had spent an hour talking to Fluttershy about the nightclub, she'd also introduced her to her sister, the owner of the nightclub Truly Roola. Truly to her friends.

But now they were leading Fluttershy up to the nightclub itself, the pink maned pegasus had built up enough courage to come see this fascinating new place for herself. A bold move by the timid Fluttershy, but she was determined to see what was so special about this nightclub.

Truly smiled as she led her newfound friend through the side-door – Fluttershy had absolutely refused to go through the front door upon seeing the long line waiting to get in. Truly was a darker shade of pink than her sister, with white, cyan and lavender mane, her cutie mark was aqua triskets and three blue flowers, an interesting symbol that spoke little about her talent.

Fluttershy stared in amazement at the number of ponies dancing, chatting or enjoying a quiet drink at the bar. Flavored fruity smoothies and juices were the norm here, considering a few ponies were underaged it made sense. The room was so full of ponies she began to feel a little bit nervous. "Oh my," she said.

"It can be a bit overwhelming," Toola agreed with a smile.

Truly laughed. "If you'll excuse me I'd better relieve Tryst at the bar," she said.

Fluttershy gasped. "Twist's mother works here?"

Truly nodded. "Only once or twice a week when she isn't busy at her other job at the Dewdrop Inn," she explained. "I find it helps to hire responsible ponies when dealing with nightclub patrons, occasionally a few stallions looking for too much of a good time wander in here after hours, Tryst is about one of the strongest ponies I know," she said before trotting off over to the bar.

"My goodness, so many ponies," Fluttershy said watching the excitement of the club.

Toola eyed her recent friend with a bit of nervous anxiety. "If it's too much for you, Fluttershy, you don't have to stay," she told the other mare.

Fluttershy shook her head. "Oh no!" she hastily said. "I mean, well that is… It's… nice," she finished, and then she stomped a hoof. "No, it's not nice, it's. Lovely," she told Toola with a slowly spreading smile.

Toola grinned. "That's the spirit, this is a place to relax, not like the spa, but it works just as well as one."

Aloe and Lotus passed by the pair at that moment.

"Hello, Fluttershy," Aloe said with a smile.

"No Rarity tonight?" Lotus questioned with a teasing look.

Fluttershy frowned. "No, I think she's busy working on an order for Trottingham, it's nice to see both of you," Fluttershy said.

"Too bad," Lotus returned. "Oh well, I'm sure your companion for tonight will be just as pleasant to be with," she added shooting Fluttershy a wink before both mares cantered off.

"But I'm not" Fluttershy felt the oddest burning sensation in her cheeks and she averted her eyes in sudden embarrassment.

Toola shot a glare at the retreating ponies' flanks. "They have some nerve," she said defensively.

"Oh, it's my fault, they see me so often with Rarity I guess they just thought…" Fluttershy trailed off feeling a stinging sensation in her eyes and a tightening of her chest. It wasn't that she minded if other ponies thought she liked Mares that way, but it hurt that somepony had such a misconception of her after seeing her every week at the spa with Rarity, it made her feel. Dirty wasn't the right word, but there was definitely some new feeling there that she didn't find enjoyable at all.

Fluttershy would never betray Rarity like that if they were a couple, she just couldn't, and that somepony thought she could two-time her. It made her feel this feeling, a feeling she had no experience with.

Toola decided she'd help Fluttershy forget the slip Lotus had made by showing her more new sights at the club. It was hopping tonight, with Vinyl at her turnstile with her funky beats, ponies dancing and laughing and having a wonderful time. The lighting was just perfect with the right level of atmosphere, and a table near the dance floor had just opened up.

Toola nudged Fluttershy to get her moving before somepony else swooped in and took it. "Come on, Fluttershy, let's have some fun watching the ponies dance," she suggested. "Maybe it'll get you in a fun loving mood."

Fluttershy smiled gratefully. "Yes, please, that would be. Nice." She let Toola lead her over to the table.

Merriweather had finished her reports earlier that night and was now sitting at a table in the local hot spot watching other ponies dancing and enjoying themselves, she flicked her purple mane out of her eyes and levitated her hay smoothie to her lips so she could enjoy another sip.

"This is what Fillydelphia is missing out on," Merriweather said to herself with a chuckle.

"They don't have nightclubs there?" a strange voice asked as a passer by pony stopped.

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><p>Merriweather sighed. "Their idea of a nightclub includes the more questionable practices," she explained to the unknown pony. Smiling slightly she raised a hoof. "My name's Merriweather, what's yours?"<p>

The aqua colored unicorn smiled and brushed a lock of her mane from her eyes. "My name's Dewdrop Dazzle, I couldn't help noticing your cutie mark," she said.

Merriweather blushed slightly, she'd never had a pony approach her with such a forward comment. Glancing back briefly at her cutie mark to hide her blush she chuckled lightly. "You, uh… like it?" she wondered.

It was Dewdrop's turn to blush and she lowered her gaze to the tabletop. "Oh, it's not like that… It's just, you're the first unicorn I've ever seen who's had the same cutie mark as me, it's kind of a rare sight."

Merriweather blinked as she noticed the open parasol also on Dewdrop's flank. "Oh yes! Well it is a rarity," she agreed. "You… You like rainstorms too?" she asked.

"Yes!" Dewdrop said bouncing on her hooves slightly in excitement. "I love to splash in the puddles and laugh as the rain pelts my fur, it's just so… relaxing," she finished with a glowing smile and a contented sigh.

Merriweather returned the smile, it was just so infectious. "I've always been fascinated by rainstorms, so I decided to become a meteorologist. But since I'm not a pegasus I couldn't attend the weather pony school," Merriweather sighed.

"How awful," Dewdrop said in sympathy. "May I sit here?" she asked.

Merriweather nodded. "Oh of course, please do," she said pulling back the second chair at her table with her magic. "I managed to become a weather pony's assistant though, I work with Shenanigans filing all of her reports and getting to travel Equestria studying intricate weather practices and phenomena."

Dewdrop looked at Merriweather happily. "How good for you," she told her fellow weather enthusiast. "I mostly got stuck selling umbrellas to other ponies, although since we always know when it's going to rain most ponies don't need to worry about that sort of thing," she lamented. "What I really want to do is work with the local weather team, but Rainbow Dash is always so fast she never really needs an assistant."

Merriweather frowned thoughtfully, she wanted to try and help out her new friend. "Perhaps I can talk with her on your behalf, maybe there's something else you could do with the weather team," she suggested.

"Would you?" Dewdrop said.

Merriweather nodded. "I couldn't very well let a fellow weather enthusiast down without trying now could I?" she said.

Dewdrop cheered and startled Merriweather with a nuzzle. "Thanks so much, Merriweather, oh this might be the best chance I'll ever have!"

Merriweather was startled by the sudden physical contact. But she didn't let it bother her and simply returned the impulsive gesture with a nuzzle of her own. "That's ok, we weather enthusiasts need to stick together," she reiterated.

Dewdrop nodded. "Want to dance?" she suggested.

Merriweather finished the last sip of her smoothie and licked her lips. "Sure."

* * *

><p>Pinkie Pie sat on the edge of her seat nervously tapping a hoof. She was so nervous about meeting the pony she'd been asked to entertain she just wasn't sure what to make of this new pony. Ever since coming to Ponyville she'd lived in the room above Sugarcube Corner, the Cakes had been very nice letting her stay there for so little rent, giving her a job with their bakery and everything like that.<p>

At the time they'd told her it was alright, nothing to worry about, but now. Now Pinkie was faced with the very real possibility of having to move out and find her own place, especially if the young Earth pony she was meeting tonight had anything to say on the matter. Her tail twitching and her haunches unable to remain still for long, Pinkie reached over and picked up her drink, but then put it down again.

Staring into the reflective surface of the tabletop she spotted her reflection. Once again she marveled at the difference in her reflection, when most other ponies saw it they just saw her, but when Pinkie saw it she saw, **her**.

Pinkamina sighed. "Stop being so nervous!"

Pinkie glanced around wondering if somepony else had heard that. Then she whispered at the table. "I can't help it, Pinkamina, what do I do if I have to move out because of this? Where will I stay? Will Mister and Misses Cake still need an assistant helper type pony when they've got their daughter back to finally help out? I suppose I could stay over at Twilight's for a few days while I look for another place to live, but I can't get kicked out, I just can't. The Cakes are the nicest Ponies ever and the first ones I met when I moved here, they were so helpful and kind of sad too, because they were missing this never before heard or seen daughter of theirs. Now. Now I could be out of a home, a job, a way to help everypony with my parties, what am I going to do?" she asked her reflection again.

Pinkamina let out a sigh. "Pinkie, stop seeing the negative side of this. We're both going to make a brand new friend who loves to bake as much as we do, at least according to Misses Cake she does, so stop fidgeting and just relax. We're the party pony, the go to mare, the dynamic duo," she said trying to lift Pinkie's spirits.

"Weren't they Batman and Robin?" Pinkie asked confused.

"Who?" Pinkamina said equally confused.

"Sorry, I forgot you can't see the stuff I can half the time," Pinkie said her cheeks growing hot with embarrassment.

Pinkamina shook her head. "Just stop moping before you turn back into me again," she chastised. "I do not want to start talking to buckets of onions or piles of rocks again, thank you very much," she added.

Pinkie laughed. "It was kind of funny though."

Pinkamina let out a very un-like her laugh and then vanished as somepony came up beside Pinkie.

"Um, hello, are you Pinkie Pie?" the mare asked softly.

Pinkie broke into her bestest best smile ever and quickly turned to face the other pony. "Yep, that's me, Pinkie Pie. You must be Cupcake, Mister and Misses Cake have told me… well absolutely nothing about you really, but I'm sure once we get to talk we'll be able to become the best of friends. Do you like parties? I love throwing parties, and baking cupcakes, and muffins and regular cakes and cookies and candy… Oh and taffy too, but I'm not supposed to use the taffy puller without Mister Cake's supervision."

The darker pink Earth pony with the cupcake cutie mark put a hoof up to stop Pinkie's barrage of words. She smiled slightly and took a seat beside her. "Yes, I am Cupcake, and I do enjoy baking. But that's not why I'm here tonight," she reminded.

"Oh." Pinkie seemed to deflate at that her mane growing limp and straight and her colors darkening slightly. "I can pack my things and leave your old room tonight if you want," she said very somberly.

Cupcake stared at her in surprise and then shook her head. "No, no! Pinkie I don't want to kick you out, I could never do that to someone who's made my parents so happy the past few years."

"Oh!" Pinkie's eyes shone brightly and her mane snapped back into its wild state of curls and cotton-candy like swirls. "Well, what can I help you out with, Cupcake?" she asked trying to be helpful.

Cupcake smiled softly. "You see, mom thought I should get to know you a little, plus she wanted me to find a pony looking for a roommate and since you know practically everypony in Ponyville she figured you'd be the best pony to go to," she explained.

Pinkie laughed her fears away, a song playing in the back of her head as she finally felt the growing anxiety that had been building up fade away. "I know lot's of ponies," she stated happily. "There's Bon-Bon, but she lives with Lyra, and Rainbow Dash has her house in the sky so that wouldn't really help you out. Twilight moved into the library, but she's got Spike and her new pet owl living with her, Pepperdance just moved out from Minty's place. Lemon Hearts was looking for a new roomy, but I think she was more interested in a colt." Pinkie shot Cupcake a wink. "Oh I know the perfect pony for you to stay with!" she blurted. "And she's right over there, excuse me," she told Cupcake bouncing off onto the dance floor.

Cupcake watched her go while her brain processed everything that had been said and slowly shook her head. "Mom was right," she said to herself. "She is worse than I ever got before finally coming down off the stuff, hope I can help her with her sugar addiction," she thought to herself feeling a little uncertain of the task her mother had secretly requested of her.

* * *

><p>Fluttershy sipped a hay smoothie and marveled at the sight of ponies dancing, it always lifted her spirits, watching others act so socially. She wished desperately that she could just mingle in with everypony else and have fun, but it was hard for her to let go of a lifetime of shyness and fears.<p>

Truly had managed to come out of her shell by running this place, according to Toola Roola her sister had been just as bad as her, but was determined to get over her problems. And the best way to do that was by being in charge of someplace like this, where ponies came to have fun.

Fluttershy thought she'd never be able to do something as bold as what Truly did, but suddenly she had a very unsettling idea, unsettling because it was so exciting and filled with newness. A newness that wasn't like her oldness, which made absolutely no sense, but Fluttershy often thought in strange terms.

Turning back to Toola Roola a determination in her gaze she leaned forward. "Toola, do you think Truly would hire me?"

Toola spit out her half-drunk smoothie onto the table coughing and sputtering at the sudden request. "You… Want to work here?" she blurted.

Fluttershy nervously pawed the tabletop with a hoof and turned her head to the side so she didn't have to maintain eye contact. "Yes!" she said determined. "E-Even if it's only one night, I-I think I would like to try and work in a place like this, to build… Confidence," she explained.

Toola smiled gently. "Well, I suppose it couldn't hurt, but what would you do?" she asked. "What could you do?" she added thoughtfully.

"I-I could help serve the drinks," Fluttershy suggested.

Toola shook her head. "Most customers get a little upset when you take too long to serve them, I don't think that would be the ideal position for you, plus it would take Truly away from what she really loves."

Fluttershy squeaked. "Oh."

Toola laughed. "I think I know just the job for you though," she told her friend.

Fluttershy looked back at her eager and excited, but also nervous. "You do?"

Toola nodded. "Serving drinks isn't the only job in a nightclub, and I happen to recall you enjoy training the little birdies to sing, how would you like to perform for other ponies?" she wondered.

Fluttershy's face lost a bit of color. "P-Perform, on stage, where everypony could, eeep, see me?" she stammered nervously.

Toola hunched her shoulders and got up from her chair. "Fluttershy, have you ever heard of the term stage name?"

Fluttershy frowned. "I think so," she replied. "But what does that have to do with me p-performing?"

Toola broke into an impossibly wide smile and quickly pushed the other pony to her hooves. "Come on, we're going to talk to Vinyl Scratch," she insisted.

Fluttershy stared over at the Deejay pony and frowned. "But she's busy," she told Toola.

Toola shook her head. "No way," she said. "Trust me," she added with an encouraging smile. "You've helped me so much getting used to small town life after the big city bustle. It's time I repaid your kindness."

Fluttershy blushed. "A-Alright," she said softly.

Together they trotted around the dance floor and up to the stage.

Toola waved a hoof to get Vinyl's attention. "Vinyl! Oi, Vinyl!" she shouted over the music.

The white unicorn glanced down puzzledly at the other pony and then broke into a broad smile. "Toola Roola!" she greeted enthusiastically. "'Cor, I haven't seen you in a diamond dog's age," she added her voice sounding strangely different.

Fluttershy had never known before that Vinyl Scratch had any sort of accent, when she spoke on stage she just talked like everypony else.

"Fluttershy here wants to get a job here," Toola explained. "And I thought she could do with a bit of expertise from the premier performing pony of Ponyville," she added.

"Blimey," Vinyl said eyeing Fluttershy with a practiced eye. "She does have a certain look about her, k, I'll put on somethin' to appease the crowd while we talk," she said.

Fluttershy watched as Vinyl pulled out an old record and put it on the turnstile, she removed the scratched up one she used in her mixes and tapped the microphone with a hoof to get everyponies attention.

"Hey there colts and mares!" Vinyl called out once again speaking like everypony else. "This little filly has to take a bit of a break, but fear not your tunes won't be gone, for starters we're going to get things jumping with a classic tune from the eighties. That's right mares, it's your favorite trio of despicably wicked sisters, those unicorn mystics the Gloom Witches! Here with their smash hit single, The Smooze," she told the gathered ponies before starting the record.

Cheers erupted from several corners of the dance floor, while Fluttershy caught a few groans in the mix, apparently not everypony liked this Smooze song.

"Come on, Luvs," Vinyl said with a smile and a wink. "Let's slip off stage before they mob me for pickin' such a hated song," she added.

Fluttershy followed Vinyl and Toola off-stage and past a door off to the side marked Private. Inside was a large dressing room, Fluttershy was quite familiar with a dressing room as she'd been in several during the Photo Finish affair.

Rarity was still crushed over it, but Fluttershy didn't begrudge her, she knew that Rarity lived for the glamour and spotlight. Fluttershy took a seat next to Vinyl as she removed her shades and put them on the table in front of the mirror revealing a startling pair of sapphire eyes.

"Now then, Luv, what's this about wanting to perform?" Vinyl asked with a pleasant smile.

Fluttershy fidget a little. "Well, I thought if I did something here at Truly's nightclub I might… be able to overcome my shyness in large crowds," she explained not making direct eye contact with the white unicorn across from her.

Toola smiled. "Then I suggested a stage name so she could perform without worrying so much about anypony recognizing her."

Vinyl tapped a hoof briefly. "Stage names and stage personas are helpful for ponies in your situation," she mused. "But they can also be a real danger if you let yourself become too attached to hiding behind another face," she cautioned.

Fluttershy gasped. "Oh, I didn't even know such a thing existed before now. I've heard of pen names of course, what's the difference?" she asked. "And why do someponies lose themselves?" she added nervously.

Vinyl smiled. "They lose themselves because they were trying to hide from themselves, Fluttershy," she explained. "They weren't confident enough, or they were traumatized by some event in their past, so they needed to hide. Some musicians get really bad, drinking away their lives." Vinyl turned to stare hauntingly into the mirror. "That's why I stopped using the DJPon-3 name," she revealed.

Fluttershy nodded slowly. "Oh," she said. It was the only word she could think of to say.

Vinyl smiled again shaking off the memories of the past. "That's not the reason you're here though, I just felt I should warn you… Now, if you want to build your confidence, but not go recognized, luv, I can suggest two ways to go about it," she told Fluttershy.

"I'm all ears," Fluttershy said with a gentle smile as her ears turned slightly towards Vinyl.

Nodding Vinyl pulled out a Musician Pony magazine. "Now, you could do what Octavia here does," she said. "Dye your coat and mane to hide your identity, she finally came clean this past year, something to do with seeing a ghost from her past at the Grand Galloping Gala… But that ain't important," she said. "It's purely cosmetic, it wouldn't really hide you from anypony you knew, and everypony in Ponyville would recognize you, Fluttershy," she added.

"Yes, I am well known," Fluttershy admitted. "Even after I stopped modeling, there are still a few ponies that come to me for fashion advice," she said with a sigh.

"The other option is to do what Hannah Manetana does," Vinyl explained flipping to a page of an Earth pony with blonde mane. "Have a Unicorn cast a glamour spell on you, make you appear to be somepony else, even change your voice if you wanted to take it that far," she finished.

"Oh my, there are spells that can change what you look like?" Fluttershy asked interested now.

Vinyl nodded. "Every unicorn performer knows them, it helps to pass for somepony else in a crowd when you're just not wanting to be noticed," she said with a wink.

"Then I could perform as somepony else," Fluttershy said her eyes lighting up with an idea. "Could you cast that spell on me, to see what I'd look like, please?"

Vinyl shook her head. "It doesn't work that way, first you need to come up with the idea of who you'd rather look like. The magic uses the image in your mind of your ideal pony," she explained.

Fluttershy pursed her lips in thought. "I think I want to be… purple," she said. "Yes, purple, it's not anything like my fur coloring and nopony would ever think I could be her," Fluttershy added with a nod. "Hmmm, do I need to change my eye color?" she asked.

Vinyl shrugged. "It couldn't hurt," she suggested.

Fluttershy smiled. "Ok, we'll make them blue," she decided.

Toola smiled encouragingly at her friend. "That's good, what about your mane and tail?"

"Oh… I know!" Fluttershy said. "I'll make it like Pinkie Pie's, curly and bushy, something different, I'll keep some of my ordinary pink as highlights and everything else will be a lighter pink, um, if that's ok. I just like pink," Fluttershy told the others.

Vinyl laughed. "You can do anything you want, luv, this is your stage image after all," she said.

Fluttershy blushed.

Toola Roola started to circle Fluttershy. "Hmmm, for your Cutie Mark you'll need something that enhances your talent for singing," she said.

"My cutie mark?" Fluttershy repeated nervously glancing back at her familiar butterflies. "I have to change those too?"

"It wouldn't be a disguise if everypony saw those, not too many pegasus ponies with butterflies on their flank," Toola pointed out sagely.

Fluttershy bit her lower lip in trepidation and considered her options.

Vinyl trotted around Fluttershy eyeing her with a practiced eye. "I think your coloring would reflect something simple nicely," she said.

Toola nodded in agreement. "I was thinking if you used some musical notes," she started to say.

Fluttershy shook her head. "Blues has notes, so do a few other ponies in Ponyville, they might think I was related somehow," she said. Her eyes suddenly lit up. "I know, if it's not too bothersome, I'd like for my stage name's cutie mark to be a large star with four smaller stars circling it," she told the others.

"You mean like Twilight's?" Toola said confused.

"Oh, yes, but not exactly… I was thinking more like, well, like a Winter Solstice Tree Star," Fluttershy explained.

Vinyl grinned. "Well, it has the benefit of looking unique," she said.

"She'll definitely stand out," Toola said.

Fluttershy blushed. "Now, for my voice… I don't have to change it too much, do I?" she asked.

"Not at all, luv," Vinyl said. "A subtle shift is all you'll really need, somethin' that will hide who you really are, but still allow your talents to shine through."

Fluttershy nodded and scrunched up her brow in deep thought. "Ok, I, uh, think I've got it."

Vinyl's horn started to glow. "Picture the image of your stage persona in your head very clearly, don't let it falter or change. That would affect the spell and it wouldn't be a complete glamour," she cautioned.

Fluttershy closed her eyes tightly and held the image of the pony she wanted to disguise herself in her head.

Toola smiled, she was glad she could help out Fluttershy this way, and Vinyl could be trusted.

Vinyl's horn burst into a brilliant glow and with a shimmering sparkle of magic a beam of energy touched Fluttershy.

The two ponies watched in silent anticipation.

Fluttershy felt a tingling all along her coat, she could feel her body being covered by a strange gossamer like substance, it reminded her of spider webs and dew, it tickled a little. But she did her best not to laugh or let the image in her mind waver.

As suddenly as it began it was over and Fluttershy cracked one eye open curiously. "Did it work?" she asked.

"See for yourself, Luv," Vinyl said with a beaming smile as she moved out of the way of the mirror.

Fluttershy gasped and slowly approached the reflected image in the glass. "That's… That's me?" she said.

The reflection's lips moved and she cowered slightly away from the image.

Toola grinned. "You look beautiful!"

Fluttershy took a closer look at herself and a smile began to spread across her lips.

"Just one last thing now, Luv," Vinyl told her.

"Oh what would that be?" Fluttershy asked nervously.

Vinyl laughed. "You'll need a proper identity," Vinyl reminded.

"Oh yes, a name… Fluttershy won't do if I'm trying to remain in disguise," Fluttershy said.

Toola approached her and stood next to her glancing at her in the mirror. "I think the name StarSong would suit you just perfectly in this form, Fluttershy," she said her cheeks flushing slightly.

"You do?" Fluttershy dug at the floor and lowered her head. "Oh, that sounds like a very nice name, but… Why StarSong?" she wondered.

Toola shook her mane. "No special reason, I just thought… You look as exotic as a star and your voice sounds rather melodious," she mumbled.

Fluttershy's eyes widened in surprise and she turned to face her. "Toola!" she said. "Oh, um… Well I never… I'm flattered."

"No, you've got it wrong!" Toola said rapidly as she waved her fore hooves in front of her face. "I didn't mean… like that, Fluttershy!" she said.

Vinyl smirked. "Someponies can be so thick," she said under her breath. "I'd better get back out there before those ponies wreck my equipment, or my copy of The Smooze, mum would never let me live it down," she told the two louder this time as she headed for the door.

Fluttershy burst into a grateful smile. "Oh yes!" she said. "Thank you so much, Vinyl Scratch," she added.

"Just promise you won't upstage me, StarSong," Vinyl said with a wink.

"I could never!" Fluttershy blurted.

"It was a joke, Luv," Vinyl said. "Be careful though, other unicorns might detect my spellwork. Sadly the Ponirazi can be quite duplicitous where celebrities are concerned," she said speaking as though out of bitter experience. Levitating her shades back into place she left the two in the dressing room.

Toola shuffled her hooves uncertain of where to go from there.

"Toola, you're an artist, and I would be honored if you helped me come up with a good back-story for StarSong," Fluttershy said trying to put her blunder behind her.

Toola sighed in relief. "I would like that very much, Fluttershy."

**To Be Continued…**

**List of G4 Ponies:  
>Fluttershy<br>Rainbow Dash  
>Pinkie Pie<br>Vinyl Scratch  
>Dewdrop Dazzle<br>Ditzy Doo  
>Cupcake<strong>

**List of G3 Re-Imagined Ponies:  
>Shenaigans (Formerly Earth Pony, now Pegasus)<br>Merriweather (Formerly Earth Pony, now Unicorn)  
>Toola Roola (Earth Pony)<br>Truly Roola (Toola Roola Version 1 with G1 Truly's name. Earth Pony)  
>StarSong (Pegasus Pony, Fluttershy's New Stage Name)<strong>


End file.
